SECURITIES AND EXCHANGE COMMISSION
                     Washington, D. C. 20549


                          SCHEDULE 13G
            Under the Securities Exchange Act of 1934
                       (Amendment No. 21)


                   Cullen/Frost Bankers, Inc.
                   --------------------------
                        (Name of Issuer)


             Common Stock, par value $0.01 per share
             ---------------------------------------
                 (Title of Class of Securities)

                           229899 10 9
                           -----------
                         (CUSIP Number)


     Check the following box if a fee is being paid with this
statement:  /__/



CUSIP No. 229899 10 9

     1)  Names of Reporting Persons S.S. or I.R.S.
         Identification Nos. of Above Persons.

             Cullen/Frost Bankers, Inc. ("Cullen/Frost Bankers")
             74-1751768
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     2)  Check the Appropriate Box if a Member of a Group (See
         Instructions).

         (a) /__/
         (b) /__/
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     3)  SEC USE ONLY
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     4)  Citizenship or Place of Organization.  Incorporated
         under the laws of the State of Texas
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     Number of Shares Beneficially Owned by Each Reporting Person
     with:

     5)  Sole Voting Power                   404,857
     6)  Shared Voting Power               3,122,023**
     7)  Sole Dispositive Power              381,246
     8)  Shared Dispositive Power             44,680

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     9)  Aggregate Amount Beneficially Owned by Each Reporting
         Person.  4,598,761*
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    10)  Check if the Aggregate Amount in Row (9) Excludes
         Certain Shares (See Instructions)
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11)   Percent of Class Represented by Amount in Row 9.
9.0%
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    12)  Type of Reporting Person (See Instructions).   HC
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* Includes 1,071,881 shares with respect to which subsidiaries of
Cullen/Frost Bankers have no voting power and 4,172,835** shares
with respect to which subsidiaries of Cullen/Frost Bankers have
no dispositive power.  Inasmuch as all shares are held by
subsidiaries of Cullen/Frost Bankers in a fiduciary capacity,
Cullen/Frost Bankers explicitly disclaims beneficial ownership of
all such shares for purposes of Sections 13(d) and 13(g) of the
Securities Exchange Act of 1934 ("1934 Act") pursuant to the
provisions of Rule 13d-4 promulgated under the 1934 Act.

** Includes 3,109,290 shares held by participants of the 401(k)
Plan.




CUSIP No. 229899 10 9

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     1)  Names of Reporting Persons S.S. or I.R.S. Identification
         Nos. of Above Persons

            The Frost National Bank ("Frost Bank")  74-0635455
-----------------------------------------------------------------
     2)  Check the Appropriate Box if a Member of a Group (See
         Instructions)
         (a)  /__/
         (b)  /__/
-----------------------------------------------------------------
     3)  SEC USE ONLY
-----------------------------------------------------------------
     Citizenship or Place of Organization.
     Incorporated under the laws of the United States
-----------------------------------------------------------------
     Number of Shares Beneficially Owned by Each Reporting Person
     With:.

     5)  Sole Voting Power                   404,857
     6)  Shared Voting Power               3,122,023**
     7)  Sole Dispositive Power              381,246
     8)  Shared Dispositive Power             44,680

-----------------------------------------------------------------
     9)  Aggregate Amount Beneficially Owned by Each Reporting
         Person. 4,598,761*
-----------------------------------------------------------------
    10)  Check if the Aggregate Amount in Row (9) Excludes
         Certain Shares (See Instructions)
-----------------------------------------------------------------
11) Percent of Class Represented by Amount in Row 9.
9.0%
-----------------------------------------------------------------
    12)  Type of Reporting Person (See Instructions).  BK
-----------------------------------------------------------------



*  Includes 1,071,881 shares with respect to which Frost Bank has
no voting power and 4,172,835**shares with respect to which Frost
Bank has no dispositive power.  Inasmuch as all shares are held
by Frost Bank in a fiduciary capacity, Frost Bank explicitly
disclaims beneficial ownership of all such shares for purposes of
Sections 13(d) and 13(g) of the Securities Exchange Act of 1934
("1934 Act") pursuant of the provisions of Rule 13d-4 promulgated
under the 1934 Act.

**  Includes 3,109,290 shares held by participants of the 401(k)
Plan.



Item 1 (a)    Name of Issuer:

              Cullen/Frost Bankers, Inc. ("Cullen/Frost Bankers")

Item 1 (b)    Address of Issuer's Principal Executive Offices:

              100 West Houston Street
              San Antonio, Texas  78205

Item 2 (a)    Name of Persons Filing:

              Cullen/Frost Bankers and The Frost National Bank
             ("Frost Bank")

Item 2 (b)    Address or Principal Business Office or, if none,
              Residence:

              The address of Cullen/Frost Bankers and Frost Bank
              is 100 W. Houston Street, San Antonio, Texas 78205

Item 2 (c)    Citizenship:

              Cullen/Frost Bankers is incorporated under the laws
              of the State of Texas; Frost Bank is incorporated
              under the laws of the United States.

Item 2 (d)    Title of Class of Securities:

              Common Stock, par value $0.01 per share

Item 2 (e)    CUSIP Number:

              229899 10 9

Item 3        If this statement is filed pursuant to Rules 13d-
              1(b), or 13d-2(b), check whether the person filing
              is a:

              (a)  [ ]  Broker or Dealer registered under section
                        15 of the Act

              (b)  [x]  Bank as defined in section 3(a)(6) of the
                        Act (Note:  See Items 2, 4, 6, and 7)
                        (Frost Bank)

              (c)  [ ]  Insurance Company as defined in sections
                        3(a)(19) of the Act

              (d)  [ ]  Investment Company registered under
                        sections 8 of the Investment Company Act



              (e)  [ ]  Investment Adviser registered under
                        section 203 of the Investment Advisers
                        Act of 1940

              (f)  [ ]  Employee Benefit Plan, Pensions Fund
                        which is subject to the provisions of
                        the Employee Retirement Income Security
                        Act of 1974 or Endowment Fund;  see
                        s 240.13d-1(b)(1)(ii)(F)

              (g)  [X]  Parent Holding Company, in accordance
                        with s 340.13d-1(b)(ii)(G) (Note:  See
                        Items 2, 4, 5, and 7) (Cullen/Frost
                        Bankers)

              (h)  [ ]  Group, in accordance with s 240.13d-
                        1(b)(1)(ii)(H)

Item 4        Ownership:

              (a)  Amount Beneficially Owned:

                   At December 31, 2001, Cullen/Frost Bankers
                   was deemed to have owned beneficially
                   4,598,761 shares of Cullen/Frost Bankers
                   Common Stock, including -0- shares where there
                   was a right to acquire. Included among such
                   shares were shares which were beneficially
                   owned by Frost Bank, a wholly-owned subsidiary
                   of Cullen/Frost Bankers.

              (b)  Percent of Class:

                       Cullen/Frost Bankers             9.0%
                         Frost Bank    9.0%

              (c)  Number of shares as to which such person has:

                   (i)  sole power to vote or to direct the vote

                        Cullen/Frost Bankers 404,857 shares
                          Frost Bank   404,857

                   (ii) Shared power to vote or to direct the
                        vote

                        Cullen/Frost Bankers  3,122,023** shares
                          Frost Bank   3,122,023**

                  (iii) sole power to dispose or to direct the
                        disposition of

                        Cullen/Frost Bankers     381,246 shares
                          Frost Bank   381,246




                   (iv)  shared power to dispose or to direct
                         the disposition of

                        Cullen/Frost Bankers 44,680 shares
                           Frost Bank  44,680


These totals do not include a total of 1,071,881 shares with
respect to which Cullen/Frost Bankers and Frost Bank have no
voting power and 4,172,835** shares with respect to which
Cullen/Frost Bankers and Frost Bank have no dispositive power.
Inasmuch as all shares described are held by subsidiaries of
Cullen/Frost Bankers in a fiduciary capacity, Cullen/Frost
Bankers and Frost Bank specifically disclaim beneficial ownership
of all such shares for purposes of Sections 13 (d) and 13 (g) of
the Securities Exchange Act of 1934 ("1934 Act") pursuant to Rule
13d-4 promulgated under the 1934 Act.

Item 5     Ownership of Five Percent or Less of a Class.

           Not Applicable.

Item 6     Ownership of More than Five Percent on Behalf of
           Another Person.

           At December 31, 2001, Frost Bank did not own
           securities of Cullen/Frost Bankers for their own
           account; but, said bank held of record in various
           fiduciary capacities an aggregate of 4,598,761 shares.
           The Bank has reported to Cullen/Frost Bankers
           that these securities, registered in the name of the
           reporting bank as fiduciary or in the names of various
           of their nominees, were owned by a separate instrument
           which sets forth the power of the reporting bank with
           regard to the securities held in such account.
           Virtually all of these accounts involved persons who
           have the right to receive or direct the receipt of
           dividends from, or the proceeds of the sale of, the
           securities reported in Item 4.  The individual
           interest of each of said persons did not relate to
           more than five percent of the class.





**  Includes 3,109,290 shares held by participants of the 401(k)
Plan.




Item 7     Identification and Classification of the Subsidiary
           Which Acquired the Security Being Reported on By the
           Parent Holding Company.
           All of the securities being reported on are held of
           record by Frost Bank.  Each of such entities
           is an Item 3(b) entity.  See Items 4 and 6.

Item 8     Identification and Classification of Members of the
           Group.

           Not Applicable.

Item 9     Notice of Dissolution of Group.

           Not Applicable.

Item 10    Certification.

           By signing below, I certify that, to the best of my
           knowledge and belief, the securities referred to above
           were acquired in the ordinary course of business and
           were not acquired for the purpose of and do not have
           the effect of changing or influencing the control of
           the issuer of such securities and were not acquired in
           connection with or as a participant in any transaction
           having such purposes or effect.
Signature
---------
     After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.

February 11, 2002
-----------------
Date

CULLEN/FROST BANKERS, INC.

/s/ Stan McCormick
-------------------
Signature


Stan McCormick, Secretary
-------------------------
Name/Title


THE FROST NATIONAL BANK

/s/ Richard Kardys
------------------
Signature


Richard Kardys, Group Executive Vice President
----------------------------------------
Name/Title




Exhibit A
                            ---------


AGREEMENT



     Cullen/Frost Bankers, Inc. and The Frost National Bank do
each hereby agree that the Schedule 13G, to which this Agreement
is attached as Exhibit A, shall be jointly filed by such
entities.

     IN WITNESS WHEREOF, Cullen/Frost Bankers, Inc., acting by
and through a duly authorized officer, and The Frost National
Bank , acting by and through a duly authorized officer, have
executed this Agreement, on the 11th day of February, 2002.

                         CULLEN/FROST BANKERS, INC.

                         By /s/ Stan McCormick
                            --------------------
                            Its Secretary


                         THE FROST NATIONAL BANK

                         By /s/ Richard Kardys
                            -----------------------------
                            Its Group Executive Vice President



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